Pushpay Holdings Limited
Transaction Type: Scheme of arrangement
Offeror / Other Party: Pegasus Bidco Limited (owned by interests associated with BGH Capital and Sixth Street)
Independent Adviser(s): Grant Samuel & Associates Limited
Date of meeting: 27/04/2023
On 24 May 2022:
- BGH Capital IA Pty Ltd (BGH);
- Oceania Equity Investments Pty Ltd, as trustee for Oceania Trust (a related entity of BGH); and
- Schrassig Fundamental S.à r.l., Consdorf Adjacent Holdco S.à r.l., Berdorf S.à r.l., and Bertrange S.à r.l (the Sixth Street Entities),
entered into a co-operation agreement. Under that agreement, the parties agreed to work together to negotiate and implement a potential acquisition by the parties of all or a substantial part of the shares in Pushpay Holdings Limited (Pushpay). Pegasus Bidco Limited (Pegasus) was the special purpose vehicle formed for that purpose.
On 28 October 2022, Pushpay and Pegasus entered into a Scheme Implementation Agreement (the SIA) under which Pegasus proposed to acquire all of the fully paid ordinary shares in Pushpay not already owned by Pegasus or its associates for $1.34 per share (the Scheme).
A meeting to consider the Scheme was held on 3 March 2023. The resolution was not passed by the requisite majorities.
On 16 March 2023, Pushpay and Pegasus entered into a variation of the SIA such that the Scheme was varied so that the consideration would be:
- $1.34 per share in the case of shares held by a small group of highly sophisticated professional fund investors whose primary business was event-driven risk arbitrage; and
- $1.42 per share in the case of all other shares,
(the Revised Scheme).
On 27 April 2023, Pushpay shareholders voted to approve the Revised Scheme. The High Court granted final orders on 8 May 2023. Pushpay was delisted on 10 May 2023, and the Revised Scheme was implemented on 19 May 2023.
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